北京英诺特生物技术股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：688253 证券简称：英诺特 北京英诺特生物技术股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 9 月 15 日 1 / 15 2025 年第一次临时股东大会会议须知 为维护广大投资者的合法权益，确保本次股东大会如期、顺利召开，保障股 东在本次股东大会期间依法行使权利，根据《中华人民共和国公司法》、《中华 人民共和国证券法》、《上市公司股东会规则》、《北京英诺特生物技术股份有 限公司章程》（以下简称"《公司章程》"）以及《北京英诺特生物技术股份有 限公司股东大会议事规则》等有关规定，北京英诺特生物技术股份有限公司（以 下简称"公司""本公司"）特制定本会议须知： 一、会议期间，全体出席人员应以维护股东的合法权益、保证大会的正常秩 序和议事效率为原则，认真履行法定义务，自觉遵守大会纪律，不得侵犯公司和 其他股东的合法权益，不得扰乱股东大会的正常召开秩序。 | 案 15 | | --- | 北京英诺特生物技术股份有限公司 2025 年第一次临时股东大会会议资料 北京英诺特生物技术股份有限公司 二、现场出席会议的 ...

Core Insights - The company Innotech (688253) reported a significant decline in revenue and net profit for the first half of 2025, with total revenue of 276 million yuan, down 34.35% year-on-year, and a net profit of 125 million yuan, down 39.36% year-on-year [1] Financial Performance - Total revenue for Q2 2025 was 69.46 million yuan, a decrease of 50.19% year-on-year, while net profit for the same period was 29.78 million yuan, down 50.51% year-on-year [1] - The company's gross margin was 80.4%, a decrease of 1.48% year-on-year, and the net margin was 45.25%, down 7.64% year-on-year [1] - The total of selling, administrative, and financial expenses reached 52.18 million yuan, accounting for 18.88% of total revenue, which is an increase of 47.9% year-on-year [1] - Earnings per share (EPS) decreased to 0.92 yuan, down 39.47% year-on-year, while operating cash flow per share was 0.63 yuan, a decline of 45.74% year-on-year [1] Asset and Liability Management - Cash and cash equivalents decreased to 132.4 million yuan, down 31.56% year-on-year, and accounts receivable dropped significantly to 14.25 million yuan, down 78.23% year-on-year [1] - Interest-bearing liabilities increased to 2.1982 million yuan, up 27.88% year-on-year [1] Historical Performance - The company's return on invested capital (ROIC) for the previous year was 12.53%, indicating strong capital returns, with a historical median ROIC of 16.71% since its listing [3] - The net profit margin for the previous year was 39.73%, reflecting high added value in its products or services [3] - The company's financial health appears robust, with healthy cash assets [3]

Core Viewpoint - The board of directors' remuneration and assessment committee of Beijing Innotech Biotechnology Co., Ltd. has reviewed and approved the draft of the 2025 restricted stock incentive plan, confirming the company's eligibility to implement the plan under relevant laws and regulations [1][2][3]. Summary by Sections Eligibility and Compliance - The company meets the qualifications for implementing the stock incentive plan, having no negative audit opinions or internal control issues in the last fiscal year, and has not violated profit distribution regulations in the past 36 months [2][3]. - The incentive plan does not include independent directors or supervisors, and all incentive objects meet the conditions set forth in the relevant regulations [3]. Disclosure and Approval Process - The company will publicly disclose the names and positions of the incentive objects for at least 10 days before the shareholders' meeting, and the remuneration committee will provide a review opinion on the incentive object list five days prior to the meeting [3]. - The plan's details regarding the granting and vesting of restricted stocks comply with legal regulations and do not harm the interests of the company or its shareholders [3]. Conclusion - The remuneration and assessment committee unanimously agrees to the implementation of the 2025 restricted stock incentive plan, which aims to align the interests of management and shareholders, thereby enhancing operational efficiency and supporting sustainable development [3].

Group 1 - The company has implemented a restricted stock incentive plan, with a total of 211.274 million shares allocated, representing 1.5483% of the company's total equity [1] - Among the total shares, 169.824 million shares (80.3809%) are granted to directors, senior management, and core technical personnel, while 41.450 million shares (19.6191%) are reserved for other incentive objects [1] - The plan ensures that no individual recipient will receive more than 1.00% of the company's total equity, and the total shares involved in the incentive plan do not exceed 20.00% of the company's total equity [1] Group 2 - The reserved portion of the incentive plan will have its recipients determined within 12 months after the plan is approved by the shareholders' meeting, with necessary legal opinions and disclosures required [2] - If the recipients are not identified within the specified timeframe, the reserved rights will become invalid [2] - Any discrepancies in the total numbers due to rounding are acknowledged [2]

Core Points - The company, Beijing Innotech Biotechnology Co., Ltd., has proposed a restricted stock incentive plan aimed at enhancing corporate governance and retaining talent while aligning the interests of shareholders and the core team [10][11][12] - The plan involves granting a total of 2,112,740 restricted shares, representing approximately 1.5483% of the company's total share capital, with an initial grant of 1,698,240 shares [2][16] - The grant price for the restricted shares is set at 16.55 yuan per share, with adjustments possible based on corporate actions [3][22] Summary by Sections Incentive Plan Overview - The incentive plan is based on various legal frameworks and aims to motivate key personnel through restricted stock [1][10] - The plan will not affect the company's compliance with listing requirements regarding share distribution [5] Grant Details - The total number of restricted shares to be granted is 2,112,740, with 1,698,240 shares for the initial grant and 414,500 shares reserved for future grants [2][16] - The plan specifies that the shares will be registered with the China Securities Depository and Clearing Corporation [2] Eligibility and Conditions - A total of 63 individuals are eligible for the initial grant, including directors, senior management, and key technical personnel [3][10] - The plan excludes independent directors and supervisors from participation [4][13] Performance Metrics - The performance assessment for the incentive plan will be based on company-level metrics, including revenue growth and product registration achievements [26][31] - The first assessment period will focus solely on product registration certificates, while subsequent periods will include revenue targets [27][28] Implementation Process - The plan requires approval from the shareholders' meeting and must be executed by the board of directors [33][34] - The board will oversee the implementation and ensure compliance with relevant regulations [11][12]

Core Viewpoint - The report outlines the independent financial advisor's assessment of Beijing Innotech Biotechnology Co., Ltd.'s 2025 restricted stock incentive plan, confirming its compliance with relevant laws and regulations, and its potential positive impact on the company's long-term development and shareholder interests [1][2][27]. Group 1: Incentive Plan Overview - The 2025 restricted stock incentive plan is designed to motivate directors, senior management, core technical personnel, and other key employees deemed necessary by the board [4][5]. - The total number of restricted stocks to be granted is 2,112,740 shares, accounting for approximately 1.55% of the company's total share capital at the time of the plan's announcement [8][9]. - The plan includes a reserve portion of 414,500 shares, which represents 19.62% of the total grant [7][8]. Group 2: Grant and Vesting Conditions - The vesting period for the restricted stocks is set for a maximum of 60 months, with specific vesting arrangements based on performance metrics [9][10]. - The initial grant will vest in three phases: 20% after 12 months, 40% after 24 months, and 40% after 36 months [11][12]. - The vesting conditions include achieving specific performance targets related to revenue growth and product registration certificates [19][20]. Group 3: Compliance and Feasibility - The independent financial advisor confirms that the incentive plan complies with the relevant regulations and does not harm the interests of the company or its shareholders [27][28]. - The advisor also notes that the plan's operational procedures are feasible and align with legal requirements [24][25]. - The funding for the incentive plan will come from the participants' own resources, with the company not providing any financial assistance [25][26]. Group 4: Performance Assessment - The performance assessment for the incentive plan includes both company-level and individual-level evaluations, ensuring alignment between employee performance and company goals [30][32]. - The company-level performance indicators focus on revenue growth and the number of product registration certificates obtained, which are critical for the company's market competitiveness [31][32]. - The individual performance assessment will categorize results into four tiers, determining the actual number of shares vested based on performance outcomes [21][22]. Group 5: Long-term Impact - The implementation of the incentive plan is expected to positively influence the company's sustainable operational capacity and shareholder equity, as it aligns the interests of management with those of shareholders [29][30]. - The plan aims to enhance the company's competitive edge and motivate employees, contributing to long-term growth and stability [31][32].

Core Viewpoint - The legal opinion letter from Zhong Lun Law Firm confirms that Beijing Innotec Biotechnology Co., Ltd. is eligible to implement its 2025 restricted stock incentive plan, which complies with relevant laws and regulations [5][18]. Group 1: Company Background and Legal Framework - Beijing Innotec Biotechnology Co., Ltd. is a legally established joint-stock company listed on the Shanghai Stock Exchange, with a total share capital of 136.060816 million shares [5]. - The company has received the necessary approvals for its stock registration and listing, confirming its legal status and operational continuity [5][6]. Group 2: Incentive Plan Details - The 2025 restricted stock incentive plan involves granting a total of 2.112740 million shares, representing approximately 1.5483% of the company's total share capital [10]. - The plan includes specific provisions regarding the grant price, vesting conditions, and the rights and obligations of both the company and the incentive recipients [12][13]. Group 3: Approval and Disclosure Procedures - The plan has been approved by the company's board of directors and supervisory board, and it will be submitted for further approval at the shareholders' meeting [14][18]. - The company is required to fulfill information disclosure obligations in accordance with relevant laws and regulations throughout the implementation of the incentive plan [16][18]. Group 4: Impact on Company and Shareholders - The board's remuneration and assessment committee has expressed that the implementation of the incentive plan will not harm the interests of the company or its shareholders [17]. - The plan has been structured to ensure that related directors recuse themselves from voting, maintaining the integrity of the decision-making process [18].

Core Viewpoint - Beijing Innotech Biotechnology Co., Ltd. plans to implement a restricted stock incentive plan for 2025 to enhance corporate governance, attract and retain talent, and align the interests of shareholders, the company, and core team members [1][2]. Group 1: Assessment Objectives - The plan aims to improve corporate governance and establish a long-term incentive mechanism to motivate the core team and promote the company's long-term development [1][2]. Group 2: Assessment Principles - The evaluation must adhere to principles of fairness, openness, and justice, closely linking the incentive plan to the performance and contributions of the incentivized individuals [2]. Group 3: Assessment Scope - The plan applies to all incentivized individuals confirmed by the Board's Compensation and Assessment Committee, including directors, senior management, and key technical personnel [2]. Group 4: Assessment Indicators and Standards - The performance assessment for the initial grant of restricted stocks will cover the years 2025 to 2027, focusing on company-level performance indicators [5][6]. - The performance assessment for 2025 will only consider the number of product registration certificates, while the 2027 assessment will focus on revenue growth [5][6]. Group 5: Performance Assessment Requirements - The performance assessment for the first grant requires achieving specific targets for product registration certificates and revenue growth, with a clear structure for determining the proportion of shares that can be vested based on performance [5][6][7]. Group 6: Assessment Period and Frequency - The assessment period for the initial grant is set for the three accounting years from 2025 to 2027, with annual evaluations for both company-level and individual-level performance [7]. Group 7: Assessment Procedures - The Board's Compensation and Assessment Committee will conduct annual assessments of the incentivized individuals and submit performance reports to the Board [7][8]. Group 8: Assessment Results Management - Individuals have the right to know their assessment results, and there is a process for addressing disputes regarding these results [8][9].

Core Viewpoint - The company is implementing a new stock incentive plan aimed at enhancing corporate governance, attracting and retaining talent, and aligning the interests of shareholders, the company, and core team members to promote long-term development [1][2]. Summary by Sections 1. Purpose of the Stock Incentive Plan - The plan aims to improve the corporate governance structure and establish a long-term incentive mechanism to attract and retain talent while ensuring shareholder interests are protected [1]. 2. Stock Incentive Method and Source of Shares - The incentive plan utilizes second-class restricted stocks, with eligible participants receiving shares at a set price upon meeting specific conditions. The shares will be sourced from market repurchases or directed issuance [2][3]. 3. Quantity of Restricted Stocks to be Granted - The plan proposes to grant a total of 2.112740 million restricted stocks, accounting for approximately 1.5483% of the company's total share capital. The initial grant will consist of 1.698240 million shares, representing 80.3809% of the total grant [3][4]. 4. Determination and Scope of Incentive Objects - Incentive objects include directors, senior management, and core technical personnel, excluding independent directors and supervisors. The selection is based on their direct impact on the company's performance and future development [5][6]. 5. Distribution of Restricted Stocks - The distribution of restricted stocks among incentive objects is detailed, ensuring that no individual receives more than 1.00% of the total share capital through all incentive plans [7][8]. 6. Validity Period of the Incentive Plan - The plan will be valid from the date of the first grant of restricted stocks until all granted stocks are vested or become invalid, with a maximum duration of 60 months [9]. 7. Conditions for Granting and Vesting of Restricted Stocks - Specific conditions must be met for granting and vesting, including financial performance criteria and compliance with legal regulations. The vesting schedule is structured over multiple periods [16][18]. 8. Performance Assessment Criteria - The performance assessment will focus on revenue growth and the number of product registration certificates obtained, with specific targets set for each assessment year [19][20]. 9. Adjustment Methods for Granting and Vesting - The plan includes provisions for adjusting the number and price of restricted stocks in response to corporate actions such as stock splits or capital increases [27][28]. 10. Accounting Treatment and Impact on Performance - The company will account for the stock incentive plan in accordance with relevant accounting standards, ensuring that the costs and impacts on financial performance are accurately reflected [30].

证券代码：688253 证券简称：英诺特 公告编号：2025-044 北京英诺特生物技术股份有限公司 第二届监事会第十次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 表决结果：同意 3 票，弃权 0 票，反对 0 票，表决通过。 北京英诺特生物技术股份有限公司（以下简称"公司"）第二届监事会第十 次会议于 2025 年 8 月 27 日以现场结合通讯方式召开。会议通知已于 2025 年 8 月 17 日以书面或通讯方式送达各位监事，各位监事已经知悉与所议事项相关的 必要信息。公司应出席监事 3 名，实际出席监事 3 名，会议由监事会主席李松岭 主持。本次会议的召集、召开及表决程序符合《中华人民共和国公司法》和《北 京英诺特生物技术股份有限公司章程》（以下简称"《公司章程》"）的规定。 二、监事会会议审议情况 经与会监事审议并记名投票表决，会议通过以下议案： （一）审议通过了《关于公司 2025 年半年度报告及其摘要的议案》 表决结果：同意 3 票，弃权 0 票，反对 0 票，表决通过 ...